The MCA is constantly striving to find out and strike off the Companies which are only on the papers and defunct. In July, 2018 it came up with KYC of Directors to update its Directors database and now it came up with Companies (Incorporation) Amendment Rules, 2019 which is KYC to the Companies incorporated on or before 31.12.2017.
“Want to have status ACTIVE – COMPLAINT, comply and be PROACTIVE, file eForm ACTIVE”
In exercise of the powers conferred by sub-section (9) of Sec 12 and subsections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government makes the rules to further amend the Companies (Incorporation) Rules, 2014.
When these Rules will come in to Force?
These Rules came into force with effect from 25th February, 2019.
What are these Rules and what are the contents of these Rules?
Through these Rules, the Ministry has inserted new Rule No. 25A to Companies (Incorporation) Rules, 2014. These Rules are called “Active Company Tagging Identity and Verification (ACTIVE)”.
The text of the Rules reads as below:
25A. Active Company Tagging Identities and Verification (ACTIVE).-(1) Every company incorporated on or before the 31st December, 2017 shall file the particulars of the company and its registered office, in e-Form ACTIVE (Active Company Tagging Identities and Verification) on or before 25.04.2019.
Provided that any company which has not filed its due financial statements under section 137 or due annual returns under section 92 or both with the Registrar shall be restricted from filing e-Form-ACTIVE, unless such company is under management dispute and the Registrar has recorded the same on the register:
Provided further that companies which have been struck off or are under process of striking off or under liquidation or amalgamated or dissolved, as recorded in the register, shall not be required to file e Form ACTIVE:
Provided also that in case a company does not intimate the said particulars, the Company shall be marked as “ACTlVE-non-compliant” on or after 26th April, 2019 and shall be liable for action under sub-section (9) of section 12 of the Act:
Provided also that no request for recording the following event based information or changes shall be accepted by the Registrar from such companies marked as “ACTIVE non-compliant”. unless ” e-Form ACTIVE” is filed –
- SH-07 (Change in Authorized Capital);
- PAS-03 (Change in Paid-up Capital);
- DIR- 12 (Changes in Director except cessation);
- INC-22 (Change in Registered Office);
- INC-28 (Amalgamation, de-merger)
(2) Where a company files “e-Form ACTIVE”, on or after 26th April 2019, the company shall be marked as “ACTIVE Compliant”, on payment of fee of ten thousand rupees”.
Which Companies have to file e-Form ACTIVE?
Every Company incorporated on or before 31.12.2017 needs to file e-Form ACTIVE. However filing of this form is not required for the following Companies:
- Company which is struck off
- Company which is under the process of strike off
- Company which is under the liquidation or amalgamated or dissolved
Please noe – Filing of E Form ACTIVE is restricted for Company which has not filed its financial statements / Annual Return although the same is required to file the same. So such companies can file E-Form ACTIVE only after filing of its financial statements / Annual Return.
What are the documents and details to be filed with the Form ACTIVE?
- Address of the Registered office of the Company along with the photo of the Registered Office showing external building and inside office also showing therein at least one director/ KMP who has affixed his/her Digital Signature to this form (Also needs to specify “Latitude and Longitude”)
- Email ID of the Company which needs to be verified using OTP (Similar to DIR-3 KYC)
- List of Directors as on date of filing (Before filing this Form ACTIVE, status of DIN of all the Directors should be ‘approved’)
- Details of Statutory Auditors and Cost Auditors (for the Companies required to appoint Cost Auditors) of the Company
- Details of MD/CEO/Manager/WTD of the Company
- Details of CS of the Company
- Details of CFO of the Company
- SRNs of Form AOC-4 and MGT-7 filed for FY 2017-18
Whether the Form needs the Certification?
Yes. It needs to be certified as follows:
- One Director and a Practicing Professional in case of OPC
- One Director and One KMP or 2 Directors and a Practicing Professional in case of Companies other than OPC
What are the effects and what is the remedy if a Company fails to file Form ACTIVE on or before 25.04.2019?
Effects of non-filing Form ACTIVE:
- Such Company’s status will be marked as “Active non-complaint”
- Company will be restricted to file request for recording the following event based informations
- Increase / Reduction / change in Authorised Capital
- Change in Paid Up Capital
- Change in Directors / Management except for cessation
- Change in Registered Office
- Amalgamation, De-Merger
Remedy:
Such Company can file Form ACTIVE after 25.04.2019 with payment of fees of Rs. 10,000/-.
Conclusion:
Finally we can conclude that MCA is indirectly instructing all the Companies and its Directors that if you enter the system and want to continue in the system, be active, don’t be ignorant about the Laws in force and be complaint. If you are not complaint and want to continue pay the penalty otherwise get out of the system.
(Author can be reached at shrinathbhatandco@gmail.com)
Disclaimer:
The Views expressed are solely of the Author and the contents of this article is to share the Knowledge on subject matter. Expert advice should be sought for your specific circumstances.
Author Bio
In your article,
Under, Which Companies have to file e-Form ACTIVE?
Every Company incorporated on or before 31.12.2017 needs to file e-Form ACTIVE. However filing of this form is not required for the following Companies:
1. Company which has not filed its financial statements / Annual Return
In Notification it is said, every Company incorporated on or before 31.12.2017 needs to file e-Form ACTIVE.Provided that the Company which has not filed its FS / AR shall be restricted from filing of form-ACTIVE
Which means the said Companies need to file their FS/ AR first, then e-Form – ACTIVE shall also needed to be filed.